Clarity · the rules for the close calls

Organizational Constitution

Your organizational design, set down in binding form: a few limits that apply to everyone, clear decision rights and a route for changing all of it.

What it's about

In the organizational design your leadership team settles how your company will decide and work together. In daily work a design like that comes under pressure as soon as two goals pull against each other or a new manager arrives. The organizational constitution answers the questions that come up then, in advance and in writing.

It has three parts: a few hard limits nobody negotiates, an order of priority for conflicting goals and a route for changing the rules. Two modules come on top.

The first module covers co-determination and collective agreements. Where there's a works council, the proposal takes account of its rights, and your lawyer checks that before you adopt it. Where there isn't one, it describes a procedure that gives employees a real say.

A second module governs the use of AI. It sets out what a system may prepare and what it may do on its own, who approves that and who ends a use. That matters most for AI agents that work through whole processes. It also settles which cases newcomers keep handling to learn the work.

If you don't use any AI today, this module stays short. It then sets out who decides on a first use and who may end it.

The best start is an organizational design. Then there's a concrete question at the outset: your design sets out who decides where. Which limits and which order of priority do you need so that it still applies under pressure?

The constitution records the structure your leadership team has decided on and shows which existing rules have to be adjusted for it. It comes into force by a resolution of your management, together with shareholders or an advisory board in a multi-tier legal structure.

Who it's for

• Managing directors who have reorganized their company in an organizational design and want to record the result so that it gets through the next conflict and the next change of leadership.
• Companies in transition that want to rearrange leadership, co-determination and decision rights before a conflict forces them to.
• Owner-managed companies without a works council that still want to give employees a real say.
• Companies with a works council or collective agreements that want their rules to take explicit account of those rights.

Typical occasions: an upcoming restructuring, growth past the threshold where co-determination rights first apply, succession or handover, a coaching or workshop series whose result should become binding.

How it works

1. Clarity Call. Is there already an assessment, or do we work out the starting point in the first workshop? Who from your leadership team takes part?
2. Hard limits. Based on your company's pattern, the few limits nobody negotiates, with the module on co-determination and collective agreements, adapted to your legal form and to whether there's a works council.
3. Order of priority and decision rights. A ranking for when values pull against each other, anchored in the chain of decisions of your legal form, from the shareholders through the managing director to the division heads.
4. AI and AI agents. What a program may prepare, what it may do on its own and what a person decides. Then approval, ending a use and the cases newcomers keep handling themselves so they still learn the work.
5. Procedure for changes. Who may propose a change, who decides and by when an answer comes. Management changes the binding core only together with those who oversee it, after both have heard the workforce or the works council. Where the law requires co-determination, it applies anyway.
6. The document. A constitution of your company's own, with four decision tools for daily work, among them a social-partner test for decisions that affect many employees.

What you have in hand at the end

• A written organizational constitution for your company, with hard limits, an order of priority and a procedure for changes.
• The module on co-determination and collective agreements. It takes account of existing rights or, where there's no works council, describes a procedure that gives employees a say.
• Four decision tools you use in decision meetings without further consulting.
• A document that still applies when two managers disagree.
• Rules for AI and AI agents: what programs may do, who approves and who ends a use.
• A basis for onboarding, for communication with boards and committees and, if you want, for the annual mandate.

An example with invented details (PDF in German) shows what such a constitution looks like: three of six pages from the constitution of a machine builder with around 120 employees, with hard limits, an order of priority applied to a case and the route for changes.

Prices

All prices plus VAT where it applies. You're billed in two parts: a third after the first workshop, the rest with the finished document. Straight after an organizational design, the constitution costs €2,900 less, or €3,900 less with a works council or a multi-tier legal form.

How it differs

• Coaching and topic workshops: they bring questions to light. The organizational constitution starts where they end and turns the open questions into a set of rules.
• Organizational design: it sets out how your company decides and works together. The constitution makes this design binding. Booked straight afterwards, it costs €2,900 less, or €3,900 less with a works council or a multi-tier legal form.
• Annual mandate: design and constitution for working with AI are built there as part of a year, together with the list of your AI programs and a quarterly review. More on this →

What this offer can't do

A constitution replaces neither a works agreement nor your articles of association, and this work is not legal advice. Where it touches legal rights, your lawyer reviews the proposal before you adopt it.

It also only counts if people use it. You'll see that in the first year, when someone invokes the procedure for changes and you find out whether it works.

Where the method comes from

The basic idea is old. For centuries, states have written down which limits bind even the powerful and how rules can change, because without such rules a system gives way when it matters. Companies are no different, on a smaller scale. What organizations can learn from this history is in the essays “Resilient. Human. Future-Fit.”

The principles are set out in the Bonner Charta (in German). It is looking for first signatories until December 31, 2026. In an engagement, the rules for your company are built from it.

For the basic structure I also looked at the constitution the AI company Anthropic gave its language model. What can organizations learn from it, and what does it lack? Above all, it lacked a real procedure for changes. In an organizational constitution, that procedure is the touchstone.

The free white paper “What AI Tests in Your Rules” is built on nine articles. They form such a constitution on a small scale, applied to introducing AI. A workbook on rules under AI is in preparation.

Next step

The way in is a Clarity Call. There we clarify whether an assessment already exists and which legal form and co-determination rules apply. From that we see which option fits.